Common use of Healthcare Matters Clause in Contracts

Healthcare Matters. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (a) no written notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation, review or proceeding is pending, or to any Loan Party’s knowledge, threatened to, against or affecting any Loan Party by or before any Governmental Authority or other Person with respect to any (i) alleged violation by any Loan Party of any Healthcare Law; or (ii) alleged failure by any Loan Party to have any Healthcare Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof; (b) the Borrower and its Restricted Subsidiaries have: (i) obtained and currently have all Healthcare Permits necessary to conduct their operations in the ordinary course of business; and (ii) maintained in all material respects all records required to be maintained under Healthcare Laws; (c) the Borrower and its Restricted Subsidiaries have obtained from or have timely filed with (i) the Medicare program, approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx the Medicare program with respect to covered services rendered by them to patients insured under the Medicare program, if any, and (ii) the applicable Medicaid programs’ approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx the Medicaid program with respect to covered services rendered by them to patients insured under the Medicaid programs, if any. To the knowledge of any Loan Party, the Borrower and its Restricted Subsidiaries are in material compliance with the conditions of participation in the Medicare, Medicaid and other federal or state healthcare programs to the extent necessary for their material operations in the ordinary course of business; (d) there is no pending nor to the knowledge of any Loan Party, threatened, proceeding or investigation of Borrower or its Restricted Subsidiaries by any Governmental Authority with respect to the Medicare, Medicaid or any federal or state healthcare programs with respect to the operations of Borrower or its Restricted Subsidiaries. Without limiting or being limited by any other provision of any Loan Document, Borrower and its Restricted Subsidiaries have timely filed or caused to be filed all cost and other applicable reports, if any, of every kind required by applicable law, agreement or otherwise binding upon them, if any. To the knowledge of any Loan Party, there are no material claims, actions or appeals pending (and neither Borrower nor any of its Restricted Subsidiaries has filed any applicable claims or reports which could reasonably result in any such claims, actions or appeals) before any commission, board or agency or other Governmental Authority with respect to any applicable state or federal Medicare or Medicaid cost reports or claims filed by Borrower or any of its Restricted Subsidiaries, or any disallowance by any commission, board or agency or other Governmental Authority in connection with any audit of such applicable cost reports or claims. No material validation review or program integrity review related to Borrower or any of its Restricted Subsidiaries or the consummation of the transactions contemplated herein has been conducted by any commission, board or agency or other Governmental Authority in connection with the Medicare, Medicaid or other federal or state healthcare programs, and to the knowledge of the Loan Parties, no such reviews are scheduled, pending or threatened against or affecting any of the providers, or the consummation of the transactions contemplated hereby. Neither Borrower nor any of its Restricted Subsidiaries, nor, to the knowledge of any Loan Party, or its or their officers, directors, or managing employees are, or while this Agreement shall remain in effect shall be, excluded from participation in, or sanctioned or convicted of a crime under or with respect to the Medicare, Medicaid or any federal or state healthcare programs, nor to the best of the Loan Parties’ knowledge, is any such exclusion threatened. Neither Borrower nor any of its Restricted Subsidiaries has received any written notice from any of the Medicare, Medicaid or any state or federal healthcare programs, or any other third party payor programs, of any pending or threatened investigations, reviews or surveys of Borrower, its Subsidiaries, or its or their directors, officers or managing employees, and no Loan Party has actual knowledge that any such investigation, reviews or surveys are pending or threatened; and (e) each of Borrower and its Restricted Subsidiaries has and shall maintain (i) all applicable Medicare, Medicaid and other federal or state healthcare program provider numbers necessary for the conduct of operations in the ordinary course of business, and (ii) arrangements with third party payors to the extent necessary to conduct operations in the ordinary course of business.

Healthcare Matters. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (a) no written notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation, review or proceeding is pending, or to any Loan Party’s knowledge, threatened to, against or affecting any Loan Party by or before any Governmental Authority or other Person with respect to any (i) alleged violation by any Loan Party of any Healthcare Law; or (ii) alleged failure by any Loan Party to have any Healthcare Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof, except in the case of clauses (i) and (ii), arising as a result of the commencement of the Chapter 11 Cases and except as otherwise stayed by Section 362 of the Bankruptcy Code; (b) the Borrower and its Restricted Subsidiaries have: (i) obtained and currently have all Healthcare Permits necessary to conduct their operations in the ordinary course of business; and (ii) maintained in all material respects all records required to be maintained under Healthcare Laws; (c) the Borrower and its Restricted Subsidiaries have obtained from or have timely filed with (i) the Medicare program, approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx bill the Medicare program with respect to covered services rendered by them to patients insured under the Medicare program, if any, and (ii) the applicable Medicaid programs’ approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx bill the Medicaid program with respect to covered services rendered by them to patients insured under the Medicaid programs, if any. To the knowledge of any Loan Party, the Borrower and its Restricted Subsidiaries are in material compliance with the conditions of participation in the Medicare, Medicaid and other federal or state healthcare programs to the extent necessary for their material operations in the ordinary course of business; (d) there is no pending nor to the knowledge of any Loan Party, threatened, proceeding or investigation of Borrower or its Restricted Subsidiaries by any Governmental Authority with respect to the Medicare, Medicaid or any federal or state healthcare programs with respect to the operations of Borrower or its Restricted Subsidiaries. Without limiting or being limited by any other provision of any Loan Document, Borrower and its Restricted Subsidiaries have timely filed or caused to be filed all cost and other applicable reports, if any, of every kind required by applicable law, agreement or otherwise binding upon them, if any. To the knowledge of any Loan Party, there are no material claims, actions or appeals pending (and neither Borrower nor any of its Restricted Subsidiaries has filed any applicable claims or reports which could reasonably result in any such claims, actions or appeals) before any commission, board or agency or other Governmental Authority with respect to any applicable state or federal Medicare or Medicaid cost reports or claims filed by Borrower or any of its Restricted Subsidiaries, or any disallowance by any commission, board or agency or other Governmental Authority in connection with any audit of such applicable cost reports or claims. No material validation review or program integrity review related to Borrower or any of its Restricted Subsidiaries or the consummation of the transactions contemplated herein or to the Collateral has been conducted by any commission, board or agency or other Governmental Authority in connection with the Medicare, Medicaid or other federal or state healthcare programs, and to the knowledge of the Loan Parties, no such reviews are scheduled, pending or threatened against or affecting any of the providers, any of the Collateral or the consummation of the transactions contemplated hereby. Neither Borrower nor any of its Restricted Subsidiaries, nor, to the knowledge of any Loan Party, or its or their officers, directors, or managing employees are, or while this Agreement shall remain in effect shall be, excluded from participation in, or sanctioned or convicted of a crime under or with respect to the Medicare, Medicaid or any federal or state healthcare programs, nor to the best of the Loan Parties’ knowledge, is any such exclusion threatened. Neither Borrower nor any of its Restricted Subsidiaries has received any written notice from any of the Medicare, Medicaid or any state or federal healthcare programs, or any other third party payor programs, of any pending or threatened investigations, reviews or surveys of Borrower, its Subsidiaries, or its or their directors, officers or managing employees, and no Loan Party has actual knowledge that any such investigation, reviews or surveys are pending or threatened; and (e) each of Borrower and its Restricted Subsidiaries has and shall maintain (i) all applicable Medicare, Medicaid and other federal or state healthcare program provider numbers necessary for the conduct of operations in the ordinary course of business, and (ii) arrangements with third party payors to the extent necessary to conduct operations in the ordinary course of business.

Healthcare Matters. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (a) no written notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation, review or proceeding is pending, or to any Loan Party’s knowledge, threatened to, against or affecting any Each Loan Party by or before any Governmental Authority or other Person with respect to any (i) alleged violation by any and each Subsidiary of a Loan Party of any Healthcare Law; or (ii) alleged failure by any Loan Party to have any Healthcare Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof; (b) the Borrower and its Restricted Subsidiaries have: (i) obtained and currently have all Healthcare Permits necessary to conduct their operations in the ordinary course of business; and (ii) maintained in all material respects all records required to be maintained under Healthcare Laws; (c) the Borrower and its Restricted Subsidiaries have obtained from or have timely filed with (i) the Medicare program, approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx the Medicare program with respect to covered services rendered by them to patients insured under the Medicare program, if any, and (ii) the applicable Medicaid programs’ approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx the Medicaid program with respect to covered services rendered by them to patients insured under the Medicaid programs, if any. To the knowledge of any Loan Party, the Borrower and its Restricted Subsidiaries are is in material compliance with all Health Care Laws and the conditions requirements of participation Third Party Payor Programs applicable to it, its assets, business or operations. At all times during the six (6) calendar years immediately preceding the Closing Date, each Loan Party and each Subsidiary of a Loan Party (other than the Acquired Business) has been in material compliance with all Health Care Laws and the Medicarerequirements of Third Party Payor Programs applicable to it, Medicaid and other federal its assets, business or state healthcare programs to the extent necessary for their material operations in the ordinary course of business; (d) there is operations. There are no pending nor (or, to the knowledge of any Loan Party, threatened) investigation, inquiry, litigation, review, hearing, suit, claim, audit, arbitration, proceeding or investigation of Borrower action (in each case, whether civil, criminal, administrative, or its Restricted Subsidiaries investigative) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority with respect to the Medicare, Medicaid governmental authority or arbitrator (each a “Proceeding”) against or adversely affecting any Loan Party or any federal or state healthcare programs with respect to the operations of Borrower or its Restricted Subsidiaries. Without limiting or being limited by any other provision Subsidiary of any Loan DocumentParty, Borrower and its Restricted Subsidiaries have timely filed relating to any actual or caused to be filed all cost and other applicable reports, if any, alleged non-compliance with any Health Care Law or requirement of every kind required by applicable law, agreement any Healthcare Permit or otherwise binding upon them, if anyThird Party Payor Program. To the knowledge of any Loan Party, there are no facts, circumstances or conditions that would reasonably be expected to form the basis for any such Proceeding against or affecting any Loan Party or any Subsidiary of any Loan Party that could reasonably be expected to have a Material Adverse Effect. (b) The Loan Parties have all material claimslicenses, actions permits, approvals, registrations, certifications, accreditations, contracts, provider or appeals pending supplier agreements, consents, qualifications and other authorizations necessary for the lawful conduct of their respective businesses or operations (including, without limitation, to provide laboratory testing services and neither Borrower nor to participate in and obtain reimbursement under all Third Party Payor Programs in which such parties participate), pursuant to all applicable Law, (“Healthcare Permits”). All Healthcare Permits are in full force and effect (except, in the case of any revocation, failure to renew, suspension or other termination of any Healthcare Permit, to the extent that such Healthcare Permit is reasonably expected to be reinstated within thirty (30) days). Copies of material licenses, permits, approvals, registrations, certifications, contracts, provider or supplier agreements, consents, qualifications and other authorizations shall be provided to the Administrative Agent upon request. No Loan Party is acting in material non-compliance under any Healthcare Permit and, to the Authorized Officers’ knowledge, no event has occurred and no condition exists, that with the giving of notice, the passage of time or both would constitute a violation thereunder or would result in the suspension, revocation, impairment, forfeiture or non-renewal of any thereof. Except for certain of the same that must be replaced to reflect new ownership in connection with the Related Transactions, which shall be timely completed and in accordance with all applicable Laws, the continuation, validity and effectiveness of Healthcare Permits will not be adversely affected by the transactions contemplated by this Agreement in a manner that could reasonably be expected to have a Material Adverse Effect. (c) To the extent necessary to carry on its business and operations as currently conducted, the Loan Parties and/or their Subsidiaries are certified for participation and reimbursement under Medicare, Medicaid, the Federal Employees Dental and Vision Insurance Program, TRICARE/CHAMPUS or any similar federal or state healthcare benefits program for which the Loan Parties and/or their Subsidiaries are eligible to receive reimbursement from a Governmental Authority for items and services provided (collectively referred to as “Governmental Payors”). To the extent necessary to carry on its business and operations as currently conducted, each Loan Party and each of their respective Subsidiary holds, in full force and effect, all participation agreements, provider or supplier agreements, enrollments, accreditations and billing numbers necessary to participate in and receive reimbursement from a Third Party Payor Program (“Third Party Payor Authorizations”). None of the Loan Parties or their Subsidiaries have received any notice from any Governmental Authority or Third Party Payor to revoke or terminate the Loan Parties’ or any of its Restricted Subsidiaries has filed their Subsidiaries’ participation in any applicable claims such Third Party Payor Programs, or reports are subject to pre-payment review, or currently have payment suspended by any Third Party Payor Programs. There is no investigation, audit, claim review, or other action pending, or to the knowledge of any Loan Party, threatened, which could reasonably result in a suspension, revocation, termination, material restriction or non-renewal of any such claims, actions Third Party Payor Authorization or appeals) before result in any commission, board or agency or other Governmental Authority with respect to any applicable state or federal Medicare or Medicaid cost reports or claims filed by Borrower Loan Party’s or any of its Restricted their Subsidiaries’ exclusion from any Third Party Payor Program, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) No Loan Party and no Subsidiary of any disallowance by Loan Party, nor any commissionofficer, board or agency or other Governmental Authority in connection with any audit of such applicable cost reports or claims. No material validation review or program integrity review related to Borrower or any of its Restricted Subsidiaries or the consummation of the transactions contemplated herein has been conducted by any commissiondirector or, board or agency or other Governmental Authority in connection with the Medicare, Medicaid or other federal or state healthcare programs, and to the knowledge of any Loan Party or any Subsidiary of any Loan Party, any partner, agent, managing employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. § 420.201) of 5% or more of the equity securities outstanding in any Loan Party or any Subsidiary of any Loan Party, nor to the knowledge of any Loan Party or any Subsidiary of any Loan Party any Licensed Personnel of any Loan Party or any Subsidiary of any Loan Party, has been (or, to the Authorized Officers’ knowledge, has been threatened to be) (i) excluded from any Third Party Payor Program pursuant to 42 U.S.C. § 1320a-7 and related regulations, (ii) “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (42 C.F.R. Subpart 9.4), or other applicable Laws or regulations, (iii) debarred, disqualified, suspended or excluded from participation in any Governmental Payor program or is listed on the General Services Administration list of excluded parties, nor is any such debarment, disqualification, suspension or exclusion threatened or pending, or (iv) made a party to any other action by any Governmental Authority that may prohibit it from selling products or providing services to any governmental or other purchaser pursuant to any federal, state or local laws or regulations. (e) Other than the open billing adjustments disclosed to the Administrative Agent in writing prior to the Closing Date, all xxxxxxxx and claims submitted by a Loan Party and/or of its Subsidiaries, as applicable, to a Governmental Payor have been complete and accurate in all material respects and have been prepared in material compliance with applicable Law. Other than the open billing adjustments disclosed to the Administrative Agent in writing prior to the Closing Date, each of the Loan PartiesParties and their Subsidiaries, no such reviews as applicable, has paid or caused to be paid, all known overpayments which have become due under or are scheduledowed to any Third Party Payor. (f) Except as set forth on Schedule 4.29, pending or threatened against or affecting any none of the providersLoan Parties or their Subsidiaries has received written notice of any Governmental Payor program integrity review conducted outside the ordinary course of business or investigation by, or received a subpoena or demand from, any Governmental Authority related to alleged fraud, waste or abuse or other violation of Law allegedly committed by a Loan Party or Subsidiary. (g) Except as set forth on Schedule 4.29, all material reports, documents, claims, notices or requests for approval required to be filed, obtained, maintained or furnished to any Governmental Authority have in all material respects been timely filed, obtained, maintained or furnished, and all such reports, documents, claims, notices and requests for approval were complete and correct in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing). No Loan Party and no Subsidiary of any Loan Party, nor any officer, affiliate, employee or agent of any Loan Party or any Subsidiary of any Loan Party, has made an untrue statement of material fact or fraudulent statement to any Governmental Authority, failed to disclose a material fact that must be disclosed to any Governmental Authority, or committed an act, made a statement or failed to make a statement that, at the time such statement, disclosure or failure to disclose occurred, would reasonably be expected to constitute a violation of any Health Care Law that would reasonably be expected to cause a Material Adverse Effect. (h) To the extent applicable to any Loan Party, or any Person acting on behalf of any Loan Party, and for so long as (a) any Loan Party, or any Person acting on behalf of any Loan Party, is a “covered entity” as defined in 45 C.F.R. § 160.103, (b) any Loan Party, or any Person acting on behalf of any Loan Party, is a “business associate” as defined in 45 C.F.R. § 160.103, and/or (c) any Loan Party, or any Person acting on behalf of any Loan Party, sponsors any “group health plans” as defined in 45 C.F.R. § 160.103, such Loan Party or any Person acting on behalf of any Loan Party, as the case may be are in material compliance with the applicable privacy, security, transaction standards, breach notification, and other provisions and requirements of HIPAA and any comparable state laws with respect to the Protected Health Information maintained by or for the Borrower, any other Loan Party or any Subsidiary, in each case. No validation review, program integrity review, audit or other investigation related to any Loan Party or any Subsidiary of any Loan Party or their respective operations, or the consummation of the transactions contemplated hereby. Neither Borrower nor any of its Restricted Subsidiariesin the Loan Documents or related to the Collateral is scheduled, norpending or, to the knowledge of any Loan Party, threatened, in each case. (i) No Loan Party and no Subsidiary of any Loan Party, nor any officer, director or, to the knowledge of any Loan Party or its any Subsidiary of any Loan Party, any partner, agent, managing employee or their officers, directorsPerson with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. § 1001.1001) of 5% or more of the equity securities outstanding in any Loan Party or any Subsidiary of any Loan Party or any Subsidiary of any Loan Party is a party to, or managing employees arebound by, any order, individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or while this Agreement shall remain in effect shall be, excluded from participation in, other formal or sanctioned or convicted of a crime under or informal agreement with respect to the Medicare, Medicaid or any federal or state healthcare programs, nor to the best of Governmental Authority concerning the Loan Parties’ knowledgecompliance with the Health Care Laws. (j) To the knowledge of each Loan Party and each Subsidiary of each Loan Party, is all Licensed Personnel have complied and currently are in material compliance with all applicable Health Care Laws, and hold, and at all times that such Persons have been Licensed Personnel of any such exclusion threatened. Neither Borrower nor any of its Restricted Subsidiaries has received any written notice from any of the Medicare, Medicaid Loan Party or any state or federal healthcare programs, or any other third party payor programs, Subsidiary of any pending Loan Party, have held, all professional licenses and other Healthcare Permits and all Third Party Authorizations required in the performance of such Licensed Personnel’s duties for such Loan Party or threatened investigationssuch Subsidiary, reviews or surveys of Borrower, its Subsidiaries, or its or their directors, officers or managing employeesand each such Healthcare Permit and Third Party Payor Authorization is in full force and effect, and no Loan Party has actual knowledge that suspension, revocation, termination, impairment, adverse modifications or non-renewal of any such investigation, reviews Healthcare Permit or surveys are Third Party Payor Authorization is pending or threatened; and. (ek) Each Loan Party and each of Borrower and its Restricted their respective Subsidiaries has obtained and shall maintain (i) maintains accreditation in good standing and without limitation or impairment by all applicable Medicareaccrediting organizations, Medicaid and other federal or state healthcare program provider numbers necessary for the conduct of operations in the ordinary course of business, and (ii) arrangements with third party payors to the extent necessary to conduct operations prudent and customary in the ordinary course industry in which it is engaged or required by Law, except where the failure to have or maintain such accreditation in good standing or imposition of businesslimitation or impairment would not reasonably be expected to have, in the aggregate, a Material Adverse Effect.

Healthcare Matters. Except as (a) As of the Closing Date, the Borrower, each Restricted Subsidiary and, to the knowledge of the Borrower, each Affiliated Professional Entity is conducting and has, during the three (3) years prior to the Closing Date, conducted its business in compliance with all applicable Health Care Laws, except where failure to do so would not reasonably be expectedexpected to have a Material Adverse Effect. As of the Closing Date and during the three (3) years prior to the Closing Date, individually none of the Borrower, any Restricted Subsidiary or, to the knowledge of the Borrower, any Affiliated Professional Entity has received any written notice or written communication from any Governmental Authority or other Person that alleges noncompliance (or of any investigation, audit, or other proceeding involving allegations of noncompliance) with any Health Care Laws applicable to it, or, to the knowledge of the Borrower, any of its respective directors, officers, or employees in the aggregatetheir capacity as such, in each case, which noncompliance would reasonably be expected to result in a Material Adverse Effect: (a) no written notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no such investigation, review or proceeding is pendinginspection, or to any Loan Party’s knowledge, threatened to, against or affecting any Loan Party by or before any Governmental Authority audit or other Person with respect to any (i) alleged violation by any Loan Party proceeding involving allegations of any Healthcare Law; noncompliance that would reasonably be expected to result in a Material Adverse Effect is, to the knowledge of the Borrower, threatened. Except as would not, either individually or (ii) alleged failure by any Loan Party in the aggregate, reasonably be expected to have any Healthcare Permits required a Material Adverse Effect, the Borrower, each Restricted Subsidiary, and, to the knowledge of the Borrower, each Affiliated Professional Entity and its Licensed Personnel, are licensed and in connection good standing with the conduct of its business or to comply with the terms all applicable professional boards, agencies, and conditions thereof;other licensing and regulatory bodies, as applicable. (b) Each of the Borrower and each of its Restricted Subsidiaries have: complies with all of its material obligations under each PC Agreement and promptly enforces and diligently pursues all of its material rights under each PC Agreement, in each case, except (iA) obtained and currently have all Healthcare Permits necessary to conduct their operations in the ordinary course case of business; waivers that are not materially adverse to the Lenders and (iiB) maintained in all material respects all records required if the failure to comply therewith would not reasonably be maintained under Healthcare Laws; (c) the Borrower and its Restricted Subsidiaries expected to have obtained from or have timely filed with (i) the Medicare program, approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx the Medicare program with respect to covered services rendered by them to patients insured under the Medicare program, if any, and (ii) the applicable Medicaid programs’ approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx the Medicaid program with respect to covered services rendered by them to patients insured under the Medicaid programs, if anya Material Adverse Effect. To the knowledge of any the Loan Parties, valid and enforceable PC Agreements are in place between (A) each Affiliated Professional Entity, (B) certain Licensed Personnel who own equity interests in such Affiliated Professional Entity (a “ Licensed Personnel Partner”) and (C) a Loan Party, the Borrower and its Restricted Subsidiaries are each such PC Agreement is in compliance in all material compliance respects with the conditions of participation in the Medicare, Medicaid and other federal or state healthcare programs to the extent necessary for their material operations in the ordinary course of business; (d) there is no pending nor to the knowledge of any Loan Party, threatened, proceeding or investigation of Borrower or its Restricted Subsidiaries by any Governmental Authority with respect to the Medicare, Medicaid or any federal or state healthcare programs with respect to the operations of Borrower or its Restricted Subsidiaries. Without limiting or being limited by any other provision of any Loan Document, Borrower and its Restricted Subsidiaries have timely filed or caused to be filed all cost and other applicable reports, if any, of every kind required by applicable law, agreement or otherwise binding upon them, if anyHealthcare Laws. To the knowledge of any the Loan PartyParties, there are no material claims, actions or appeals pending (and neither Borrower nor any of its Restricted Subsidiaries has filed any applicable claims or reports which could reasonably result in any such claims, actions or appeals) before any commission, board or agency or other Governmental Authority with respect to any applicable state or federal Medicare or Medicaid cost reports or claims filed by Borrower or any of its Restricted Subsidiaries, or any disallowance by any commission, board or agency or other Governmental Authority in connection with any audit of such applicable cost reports or claims. No material validation review or program integrity review related to Borrower or any of its Restricted Subsidiaries or the consummation none of the transactions contemplated herein has been conducted by any commission, board or agency or other Governmental Authority in connection with the Medicare, Medicaid or other federal or state healthcare programsLicensed Personnel Partner have given written notice of, and to the knowledge of the Loan Parties, no such reviews are scheduled, pending or threatened against or affecting any none of the providers, or the consummation Licensed Personnel Partner have orally expressed plans to act in contravention of the transactions contemplated hereby. Neither Borrower nor any of its Restricted Subsidiaries, nor, to the knowledge of any Loan Party, or its or their officers, directors, or managing employees are, or while this Agreement shall remain in effect shall be, excluded from participation in, or sanctioned or convicted of a crime under or with respect to the Medicare, Medicaid or any federal or state healthcare programs, nor to the best of the Loan Parties’ knowledge, is any such exclusion threatened. Neither Borrower nor any of its Restricted Subsidiaries has received any written notice from any of the Medicare, Medicaid or any state or federal healthcare programs, PC Agreements or any other third party payor programs, of any pending or threatened investigations, reviews or surveys of Borrower, its Subsidiaries, or its or their directors, officers or managing employees, and no Loan Party has actual knowledge that any such investigation, reviews or surveys are pending or threatened; and (e) each of Borrower and its Restricted Subsidiaries has and shall maintain (i) all applicable Medicare, Medicaid and other federal or state healthcare program provider numbers necessary for the conduct of operations in the ordinary course of business, and (ii) arrangements with third party payors ancillary agreements related to the extent necessary operations of an Affiliated Professional Entity in any manner which would reasonably be expected to conduct operations in the ordinary course of businesshave a Material Adverse Effect.

Healthcare Matters. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (a) no written notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation, review or proceeding is pending, or to any Loan Party’s knowledge, threatened to, against or affecting any Loan Party by or before any Governmental Authority or other Person with respect to any (i) alleged violation by any Loan Party of any Healthcare Law; or (ii) alleged failure by any Loan Party to have any Healthcare Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof; (b) the Borrower and its Restricted Subsidiaries have: (i) obtained and currently have all Healthcare Permits necessary to conduct their operations in the ordinary course of business; and (ii) maintained in all material respects all records required to be maintained under Healthcare Laws; (c) the Borrower and its Restricted Subsidiaries have obtained from or have timely filed with (i) the Medicare program, approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx bill the Medicare program with respect to covered services rendered by them to patients insured under the Medicare program, if any, and (ii) the applicable Medicaid programs’ approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx bill the Medicaid program with respect to covered services rendered by them to patients insured under the Medicaid programs, if any. To the knowledge of any Loan Party, the Borrower and its Restricted Subsidiaries are in material compliance with the conditions of participation in the Medicare, Medicaid and other federal or state healthcare programs to the extent necessary for their material operations in the ordinary course of business; (d) there is no pending nor to the knowledge of any Loan Party, threatened, proceeding or investigation of Borrower or its Restricted Subsidiaries by any Governmental Authority with respect to the Medicare, Medicaid or any federal or state healthcare programs with respect to the operations of Borrower or its Restricted Subsidiaries. Without limiting or being limited by any other provision of any Loan Document, Borrower and its Restricted Subsidiaries have timely filed or caused to be filed all cost and other applicable reports, if any, of every kind required by applicable law, agreement or otherwise binding upon them, if any. To the knowledge of any Loan Party, there are no material claims, actions or appeals pending (and neither Borrower nor any of its Restricted Subsidiaries has filed any applicable claims or reports which could reasonably result in any such claims, actions or appeals) before any commission, board or agency or other Governmental Authority with respect to any applicable state or federal Medicare or Medicaid cost reports or claims filed by Borrower or any of its Restricted Subsidiaries, or any disallowance by any commission, board or agency or other Governmental Authority in connection with any audit of such applicable cost reports or claims. No material validation review or program integrity review related to Borrower or any of its Restricted Subsidiaries or the consummation of the transactions contemplated herein or to the Collateral has been conducted by any commission, board or agency or other Governmental Authority in connection with the Medicare, Medicaid or other federal or state healthcare programs, and to the knowledge of the Loan Parties, no such reviews are scheduled, pending or threatened against or affecting any of the providers, any of the Collateral or the consummation of the transactions contemplated hereby. Neither Borrower nor any of its Restricted Subsidiaries, nor, to the knowledge of any Loan Party, or its or their officers, directors, or managing employees are, or while this Agreement shall remain in effect shall be, excluded from participation in, or sanctioned or convicted of a crime under or with respect to the Medicare, Medicaid or any federal or state healthcare programs, nor to the best of the Loan Parties’ knowledge, is any such exclusion threatened. Neither Borrower nor any of its Restricted Subsidiaries has received any written notice from any of the Medicare, Medicaid or any state or federal healthcare programs, or any other third party payor programs, of any pending or threatened investigations, reviews or surveys of Borrower, its Subsidiaries, or its or their directors, officers or managing employees, and no Loan Party has actual knowledge that any such investigation, reviews or surveys are pending or threatened; and (e) each of Borrower and its Restricted Subsidiaries has and shall maintain (i) all applicable Medicare, Medicaid and other federal or state healthcare program provider numbers necessary for the conduct of operations in the ordinary course of business, and (ii) arrangements with third party payors to the extent necessary to conduct operations in the ordinary course of business.

Healthcare Matters. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (a) no written notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation, review or proceeding is pending, or to any Loan Party’s knowledge, threatened to, against or affecting any Loan Party by or before any Governmental Authority or other Person with respect to any (i) alleged violation by any Loan Party of any Healthcare Law; or (ii) alleged failure by any Loan Party to have any Healthcare Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof; (b) the Borrower and its Restricted Subsidiaries have: (i) obtained and currently have all Healthcare Permits necessary to conduct their operations in the ordinary course of business; and (ii) maintained in all material respects all records required to be maintained under Healthcare Laws;. (c) the Borrower and its Restricted Subsidiaries have obtained from or have timely filed with (i) the Medicare program, approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx bill the Medicare program with respect to covered services rendered by them to patients insured under the Medicare program, if any, and (ii) the applicable Medicaid programs’ approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx bill the Medicaid program with respect to covered services rendered by them to patients insured under the Medicaid programs, if any. To the knowledge of any Loan Party, the Borrower and its Restricted Subsidiaries are in material compliance with the conditions of participation in the Medicare, Medicaid and other federal or state healthcare programs to the extent necessary for their material operations in the ordinary course of business; (d) there is no pending nor to the knowledge of any Loan Party, threatened, proceeding or investigation of Borrower or its Restricted Subsidiaries by any Governmental Authority with respect to the Medicare, Medicaid or any federal or state healthcare programs with respect to the operations of Borrower or its Restricted Subsidiaries. Without limiting or being limited by any other provision of any Loan Document, Borrower and its Restricted Subsidiaries have timely filed or caused to be filed all cost and other applicable reports, if any, of every kind required by applicable law, agreement or otherwise binding upon them, if any. To the knowledge of any Loan Party, there are no material claims, actions or appeals pending (and neither Borrower nor any of its Restricted Subsidiaries has filed any applicable claims or reports which could reasonably result in any such claims, actions or appeals) before any commission, board or agency or other Governmental Authority with respect to any applicable state or federal Medicare or Medicaid cost reports or claims filed by Borrower or any of its Restricted Subsidiaries, or any disallowance by any commission, board or agency or other Governmental Authority in connection with any audit of such applicable cost reports or claims. No material validation review or program integrity review related to Borrower or any of its Restricted Subsidiaries or the consummation of the transactions contemplated herein or to the Collateral has been conducted by any commission, board or agency or other Governmental Authority in connection with the Medicare, Medicaid or other federal or state healthcare programs, and to the knowledge of the Loan Parties, no such reviews are scheduled, pending or threatened against or affecting any of the providers, any of the Collateral or the consummation of the transactions contemplated hereby. Neither Borrower nor any of its Restricted Subsidiaries, nor, to the knowledge of any Loan Party, or its or their officers, directors, or managing employees are, or while this Agreement shall remain in effect shall be, excluded from participation in, or sanctioned or convicted of a crime under or with respect to the Medicare, Medicaid or any federal or state healthcare programs, nor to the best of the Loan Parties’ knowledge, is any such exclusion threatened. Neither Borrower nor any of its Restricted Subsidiaries has received any written notice from any of the Medicare, Medicaid or any state or federal healthcare programs, or any other third party payor programs, of any pending or threatened investigations, reviews or surveys of Borrower, its Subsidiaries, or its or their directors, officers or managing employees, and no Loan Party has actual knowledge that any such investigation, reviews or surveys are pending or threatened; and (e) each of Borrower and its Restricted Subsidiaries has and shall maintain (i) all applicable Medicare, Medicaid and other federal or state healthcare program provider numbers necessary for the conduct of operations in the ordinary course of business, and (ii) arrangements with third party payors to the extent necessary to conduct operations in the ordinary course of business.

Healthcare Matters. Except as (a) As of the Closing Date, the Borrower, each Restricted Subsidiary and, to the knowledge of the Borrower, each Affiliated Professional Entity is conducting and has, during the three (3) years prior to the Closing Date, conducted its business in compliance with all applicable Health Care Laws, except where failure to do so would not reasonably be expectedexpected to have a Material Adverse Effect. As of the Closing Date and during the three (3) years prior to the Closing Date, individually none of the Borrower, any Restricted Subsidiary or, to the knowledge of the Borrower, any Affiliated Professional Entity has received any written notice or written communication from any Governmental Authority or other Person that alleges noncompliance (or of any investigation, audit, or other proceeding involving allegations of noncompliance) with any Health Care Laws applicable to it, or, to the knowledge of the Borrower, any of its respective directors, officers, or employees in the aggregatetheir capacity as such, in each case, which noncompliance would reasonably be expected to result in a Material Adverse Effect: (a) no written notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no such investigation, review or proceeding is pendinginspection, or to any Loan Party’s knowledge, threatened to, against or affecting any Loan Party by or before any Governmental Authority audit or other Person with respect to any (i) alleged violation by any Loan Party proceeding involving allegations of any Healthcare Law; noncompliance that would reasonably be expected to result in a Material Adverse Effect is, to the knowledge of the Borrower, threatened. Except as would not, either individually or (ii) alleged failure by any Loan Party in the aggregate, reasonably be expected to have any Healthcare Permits required a Material Adverse Effect, the Borrower, each Restricted Subsidiary, and, to the knowledge of the Borrower, each Affiliated Professional Entity and its Licensed Personnel, are licensed and in connection good standing with the conduct of its business or to comply with the terms all applicable professional boards, agencies, and conditions thereof;other licensing and regulatory bodies, as applicable. (b) Each of the Borrower and each of its Restricted Subsidiaries have: complies with all of its material obligations under each PC Agreement and promptly enforces and diligently pursues all of its material rights under each PC Agreement, in each case, except (iA) obtained and currently have all Healthcare Permits necessary to conduct their operations in the ordinary course case of business; waivers that are not materially adverse to the Lenders and (iiB) maintained in all material respects all records required if the failure to comply therewith would not reasonably be maintained under Healthcare Laws; (c) the Borrower and its Restricted Subsidiaries expected to have obtained from or have timely filed with (i) the Medicare program, approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx the Medicare program with respect to covered services rendered by them to patients insured under the Medicare program, if any, and (ii) the applicable Medicaid programs’ approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx the Medicaid program with respect to covered services rendered by them to patients insured under the Medicaid programs, if anya Material Adverse Effect. To the knowledge of any the Loan Parties, valid and enforceable PC Agreements are in place between (A) each Affiliated Professional Entity, (B) certain Licensed Personnel who own equity interests in such Affiliated Professional Entity (a “Licensed Personnel Partner”) and (C) a Loan Party, the Borrower and its Restricted Subsidiaries are each such PC Agreement is in compliance in all material compliance respects with the conditions of participation in the Medicare, Medicaid and other federal or state healthcare programs to the extent necessary for their material operations in the ordinary course of business; (d) there is no pending nor to the knowledge of any Loan Party, threatened, proceeding or investigation of Borrower or its Restricted Subsidiaries by any Governmental Authority with respect to the Medicare, Medicaid or any federal or state healthcare programs with respect to the operations of Borrower or its Restricted Subsidiaries. Without limiting or being limited by any other provision of any Loan Document, Borrower and its Restricted Subsidiaries have timely filed or caused to be filed all cost and other applicable reports, if any, of every kind required by applicable law, agreement or otherwise binding upon them, if anyHealthcare Laws. To the knowledge of any the Loan PartyParties, there are no material claims, actions or appeals pending (and neither Borrower nor any of its Restricted Subsidiaries has filed any applicable claims or reports which could reasonably result in any such claims, actions or appeals) before any commission, board or agency or other Governmental Authority with respect to any applicable state or federal Medicare or Medicaid cost reports or claims filed by Borrower or any of its Restricted Subsidiaries, or any disallowance by any commission, board or agency or other Governmental Authority in connection with any audit of such applicable cost reports or claims. No material validation review or program integrity review related to Borrower or any of its Restricted Subsidiaries or the consummation none of the transactions contemplated herein has been conducted by any commission, board or agency or other Governmental Authority in connection with the Medicare, Medicaid or other federal or state healthcare programsLicensed Personnel Partner have given written notice of, and to the knowledge of the Loan Parties, no such reviews are scheduled, pending or threatened against or affecting any none of the providers, or the consummation Licensed Personnel Partner have orally expressed plans to act in contravention of the transactions contemplated hereby. Neither Borrower nor any of its Restricted Subsidiaries, nor, to the knowledge of any Loan Party, or its or their officers, directors, or managing employees are, or while this Agreement shall remain in effect shall be, excluded from participation in, or sanctioned or convicted of a crime under or with respect to the Medicare, Medicaid or any federal or state healthcare programs, nor to the best of the Loan Parties’ knowledge, is any such exclusion threatened. Neither Borrower nor any of its Restricted Subsidiaries has received any written notice from any of the Medicare, Medicaid or any state or federal healthcare programs, PC Agreements or any other third party payor programs, of any pending or threatened investigations, reviews or surveys of Borrower, its Subsidiaries, or its or their directors, officers or managing employees, and no Loan Party has actual knowledge that any such investigation, reviews or surveys are pending or threatened; and (e) each of Borrower and its Restricted Subsidiaries has and shall maintain (i) all applicable Medicare, Medicaid and other federal or state healthcare program provider numbers necessary for the conduct of operations in the ordinary course of business, and (ii) arrangements with third party payors ancillary agreements related to the extent necessary operations of an Affiliated Professional Entity in any manner which would reasonably be expected to conduct operations in the ordinary course of businesshave a Material Adverse Effect.

Healthcare Matters. (i) Except as set forth on Schedule 4.01(y) to the Disclosure Letter or except as would not reasonably be expected, individually or in the aggregate, expected to result in have a Material Adverse Effect:, the Borrower, each Subsidiary thereof, each Healthcare Asset and each Healthcare Service has obtained and maintains in full force and effect all Healthcare Licenses, that it or they, as the case may be, are required to obtain by any Healthcare Requirement. (aii) no written noticeExcept as set forth on Schedule 4.01(y) to the Disclosure Letter or except as would not reasonably be expected to have a Material Adverse Effect, notificationeach Healthcare Asset and Healthcare Service is duly licensed as a skilled-nursing facility, demandassisted living facility, request independent living facility, hospice, or home health agency, as applicable, as and if required by any Healthcare Requirements. (iii) Except as set forth on Schedule 4.01(y) to the Disclosure Letter or except as would not reasonably be expected to have a Material Adverse Effect, none of the Borrower or any of its Subsidiaries has applied to reduce the number of licensed or certified beds of any Borrowing Base Asset, including beds authorized for informationuse in Medicare, citationMedicaid, summonsTricare, complaint Veteran’s Administration, any other Federal or order has been issuedstate healthcare reimbursement program, no complaint has been filedor a managed care company, no penalty has been assessed and no investigationinsurance company, review and/or any other third-party payor arrangement, plan or proceeding is pendingprogram, or to move or transfer the right to any Loan Party’s knowledge, threatened to, against and all of the licensed or affecting certified beds of any Loan Party Borrowing Base Asset to any other location or to amend or otherwise change any Borrowing Base Asset and/or the number of beds approved by or before any the applicable Governmental Authority or if beds are not required to be licensed or certified, to reduce the number of available beds, and, to the knowledge of the Borrower and the other Person Loan Parties, there are no proceedings or actions pending or contemplated to reduce the number of licensed or certified beds or, if not required to be licensed or certified, to reduce the number of available beds of any Borrowing Base Asset. The existing number of licensed, certified and/or available bed capacity of each Borrowing Base Asset as of the Closing Date is listed on Schedule II hereto. (iv) Except as set forth on Schedule 4.01(y) to the Disclosure Letter or except as would not reasonably be expected to have a Material Adverse Effect, each Healthcare License with respect to a Borrowing Base Asset (A) has not been and will not be transferred to any new location, (B) is held free from restrictions or known conflicts that would materially impair the use or operation of the applicable Borrowing Base Asset as intended, and (C) is not provisional, probationary, or restricted in any way. (v) Except as set forth on Schedule 4.01(y) to the Disclosure Letter or except as would not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any Subsidiary thereof has taken any action to rescind, withdraw, revoke, materially amend, modify, supplement or otherwise materially alter the nature, tenor or scope of any Healthcare License with respect to any (i) alleged violation by any Borrowing Base Asset. No Loan Party of any Healthcare Law; or (ii) alleged failure by any Loan Party to have any Healthcare Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof; (b) the Borrower and its Restricted Subsidiaries have: (i) obtained and currently have all Healthcare Permits necessary to conduct their operations has, other than in the ordinary normal course of business; , changed the terms of its participation in any third party payor arrangements, plans or programs, including, without limitation, Medicare or Medicaid, or its normal billing payment or reimbursement policies and (ii) maintained in all material respects all records required to be maintained under Healthcare Laws; (c) related procedures, including the Borrower amount and its Restricted Subsidiaries have obtained from or have timely filed with (i) the Medicare programtiming of finance charges, approval to receive the provider numbers which will permit Borrower fees and its applicable Restricted Subsidiaries to xxxx the Medicare program write-offs with respect to covered services rendered by them any Borrowing Base Asset. (vi) Except as set forth on Schedule 4.01(y) to patients insured under the Medicare program, if any, and (ii) the applicable Medicaid programs’ approval Disclosure Letter or except as would not reasonably be expected to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx the Medicaid program with respect to covered services rendered by them to patients insured under the Medicaid programs, if any. To the knowledge of any Loan Partyhave a Material Adverse Effect, the Borrower and its Restricted Subsidiaries (and the operation of each Healthcare Asset, each Healthcare Service, Healthcare Staffing Company and Group Purchasing Organization) are and have been within all applicable statutes of limitation in material compliance with the conditions of participation in the Medicareall applicable Healthcare Requirements, Medicaid including, without limitation (A) those relating to staffing requirements, (B) those relating to staff licensure and other federal or state healthcare programs training, (C) health and fire safety codes, including quality and safety standards, accepted professional standards and principles that apply to the extent necessary for their material operations in the ordinary course of business; professionals providing services at each Healthcare Asset and each Healthcare Service, (dD) there is no pending nor to the knowledge of any Loan Party, threatened, proceeding or investigation Responsible Officer of Borrower or its Restricted Subsidiaries by any Governmental Authority with respect to the Medicare, Medicaid or any federal or state healthcare programs with respect to the operations of Borrower or its Restricted Subsidiaries. Without limiting or being limited by any other provision of any Loan Document, Borrower and its Restricted Subsidiaries have timely filed or caused to be filed all cost and other applicable reports, if any, of every kind required by applicable law, agreement or otherwise binding upon them, if any. To the knowledge of any Loan Party, there are no material claims, actions or appeals pending (and neither Borrower nor any of its Restricted Subsidiaries has filed any applicable claims or reports which could reasonably result in any such claims, actions or appeals) before any commission, board or agency or other Governmental Authority with respect to any applicable state or federal Medicare or Medicaid cost reports or claims filed by Borrower or any of its Restricted Subsidiaries, or any disallowance by administrator, manager or director of any commissionHealthcare Asset, board Healthcare Service, Healthcare Staffing Company or agency or other Governmental Authority in connection with any audit of such applicable cost reports or claimsGroup Purchasing Organization, 31 U.S.C. §3729 et seq. No material validation review or program integrity review related to Borrower or any of its Restricted Subsidiaries or (the consummation of “False Claims Act”), 42 U.S.C. §1320a-7b(b) (the transactions contemplated herein has been conducted by any commission, board or agency or other Governmental Authority in connection with the Medicare, Medicaid or other federal or state healthcare programs“Anti-Kickback Statute”), and 42 U.S.C. §1395nn and the regulations promulgated thereunder (the “Xxxxx Law”) and all other Federal, state and local laws, rules, regulations or published interpretations or policies relating to the knowledge prevention of fraud and abuse and has not committed any act for which it would be prosecuted under 42 U.S.C. §1320a-7a (the Loan Parties“Civil Monetary Penalty Law”), no such reviews are scheduled(E) those relating to insurance, pending or threatened against or affecting any reimbursement and cost reporting, (F) government payment program requirements and disclosure of the providersownership and related information requirements, or the consummation (G) requirements of the transactions contemplated hereby. Neither Borrower nor any applicable Governmental Authorities, including without limitation, those relating to physical structure and environment, licensing, quality and adequacy of its Restricted Subsidiariescare, nordistributions of pharmaceuticals, to the knowledge of any Loan Partyrate setting, or its or their officersequipment, directorspersonnel, or managing employees are, or while this Agreement shall remain in effect shall be, excluded from participation in, or sanctioned or convicted of a crime under or with respect to the Medicare, Medicaid or any federal or state healthcare programs, nor to the best of the Loan Parties’ knowledge, is any such exclusion threatened. Neither Borrower nor any of its Restricted Subsidiaries has received any written notice from any of the Medicare, Medicaid or any state or federal healthcare programs, or any other third party payor programs, of any pending or threatened investigations, reviews or surveys of Borrower, its Subsidiaries, or its or their directors, officers or managing employeesoperating policies and services, and no Loan Party has actual knowledge that any such investigationfee splitting, reviews or surveys are pending or threatened; and (e) each of Borrower and its Restricted Subsidiaries has and shall maintain (i) all applicable Medicare, Medicaid and other federal or state healthcare program provider numbers necessary for the conduct of operations in the ordinary course of business, and (ii) arrangements with third party payors to the extent necessary to conduct operations in the ordinary course of business.

Healthcare Matters. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (a) no written notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation, review or proceeding is pending, or to any Loan Party’s knowledge, threatened to, against or affecting any Loan Party by or before any Governmental Authority or other Person with respect to any (i) alleged violation by any Loan Party of any Healthcare Law; or (ii) alleged failure by any Loan Party to have any Healthcare Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof; (b) the Borrower and its Restricted Subsidiaries have: (i) obtained and currently have all Healthcare Permits necessary to conduct their operations in the ordinary course of business; and (ii) maintained in all material respects all records required to be maintained under Healthcare Laws; (c) the Borrower and its Restricted Subsidiaries have obtained from or have timely filed with (i) the Medicare program, approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx the Medicare program with respect to covered services rendered by them to patients insured under the Medicare program, if any, and (ii) the applicable Medicaid programs’ approval to receive the provider numbers which will permit Borrower and its applicable Restricted Subsidiaries to xxxx the Medicaid program with respect to covered services rendered by them to patients insured under the Medicaid programs, if any. To the knowledge of any Loan Party, the Borrower and its Restricted Subsidiaries are in material compliance with the conditions of participation in the Medicare, Medicaid and other federal or state healthcare programs to the extent necessary for their material operations in the ordinary course of business; (d) there is no pending nor to the knowledge of any Loan Party, threatened, proceeding or investigation of Borrower or its Restricted Subsidiaries by any Governmental Authority with respect to the Medicare, Medicaid or any federal or state healthcare programs with respect to the operations of Borrower or its Restricted Subsidiaries. Without limiting or being limited by any other provision of any Loan Document, Borrower and its Restricted Subsidiaries have timely filed or caused to be filed all cost and other applicable reports, if any, of every kind required by applicable law, agreement or otherwise binding upon them, if any. To the knowledge of any Loan Party, there are no material claims, actions or appeals pending (and neither Borrower nor any of its Restricted Subsidiaries has filed any applicable claims or reports which could reasonably result in any such claims, actions or appeals) before any commission, board or agency or other Governmental Authority with respect to any applicable state or federal Medicare or Medicaid cost reports or claims filed by Borrower or any of its Restricted Subsidiaries, or any disallowance by any commission, board or agency or other Governmental Authority in connection with any audit of such applicable cost reports or claims. No material validation review or program integrity review related to Borrower or any of its Restricted Subsidiaries or the consummation of the transactions contemplated herein or to the Collateral has been conducted by any commission, board or agency or other Governmental Authority in connection with the Medicare, Medicaid or other federal or state healthcare programs, and to the knowledge of the Loan Parties, no such reviews are scheduled, pending or threatened against or affecting any of the providers, any of the Collateral or the consummation of the transactions contemplated hereby. Neither Borrower nor any of its Restricted Subsidiaries, nor, to the knowledge of any Loan Party, or its or their officers, directors, or managing employees are, or while this Agreement shall remain in effect shall be, excluded from participation in, or sanctioned or convicted of a crime under or with respect to the Medicare, Medicaid or any federal or state healthcare programs, nor to the best of the Loan Parties’ knowledge, is any such exclusion threatened. Neither Borrower nor any of its Restricted Subsidiaries has received any written notice from any of the Medicare, Medicaid or any state or federal healthcare programs, or any other third party payor programs, of any pending or threatened investigations, reviews or surveys of Borrower, its Subsidiaries, or its or their directors, officers or managing employees, and no Loan Party has actual knowledge that any such investigation, reviews or surveys are pending or threatened; and (e) each of Borrower and its Restricted Subsidiaries has and shall maintain (i) all applicable Medicare, Medicaid and other federal or state healthcare program provider numbers necessary for the conduct of operations in the ordinary course of business, and (ii) arrangements with third party payors to the extent necessary to conduct operations in the ordinary course of business.